**Exhibit 14.2**

 

**INTERNATIONAL ALUMINUM CORPORATION**

 

**CODE OF ETHICS FOR SENIOR EXECUTIVES**

**AND**

**SENIOR FINANCIAL OFFICERS**

 

# **August19, 2004**

 

ThisInternational Aluminum Corporation (“IAL”) Code of Ethics supplements the IALCode of Business Conduct and Ethics to comply with the requirements of Section4.06 of the Sarbanes-Oxley Act of 2002.

 

ThisCode of Ethics applies to IAL’s Chief Executive Officer, Chief OperatingOfficer, Chief Financial Officer and Controller (and others who may performsimilar functions at IAL in the future). It also applies to the Group Executive Vice President and theController, if any, of each of IAL’s operating groups.  IAL expects its employees to act inaccordance with the highest standards of professional integrity in all of theirbusiness activities, to comply with all applicable laws, rules and regulations,to abide by the IAL Code of Business Conduct and Ethics and any other policiesand procedures adopted by IAL relating to the conduct of its employees.  Those executives who are covered by this Codeof Conduct are expected to set an example for the rest of IAL’s employees andare required to comply with this Code of Ethics to foster a culture ofintegrity and honesty in all of IAL’s dealings.

 

Accordingly,each executive covered by this Code of Ethics shall:

 

•                  Complywith governmental laws, rules and regulations, as well as the rules andregulations of the New York Stock Exchange (“NYSE”) and any otherself-regulatory organizations of which IAL is a member or to which IAL is subject;

 

•                  Engagein and promote honest and ethical conduct, including the ethical handling ofactual or apparent conflicts of interest between personal and professionalrelationships;

 

•                  Avoidconflicts of interest and disclose to the Chair of IAL’s Nominating andGovernance Committee any transaction or relationship that might give rise tosuch a conflict;

 

•                  Protectand preserve the confidentiality of non-public information about IAL and otherswith whom IAL has a business relationship and make no disclosure of suchinformation unless and then only to the extent required by applicable law,regulation or legal or regulatory process;

 

•                  Requireand expect full, fair, accurate, timely and understandable disclosure in allmaterial respects in reports and documents that IAL files with or submits tothe NYSE, the Securities and Exchange Commission or other regulators and inpublic communications by IAL.

 

•                  Withrespect to accounting books, records and reports, ensure that:

 

a.)           Allsuch accounting records and the reports produced therefrom be maintained andproduced in accordance with all applicable laws;

 

b.)          Allaccounting records fairly and accurately reflect the transactions oroccurrences to which they relate and contain no materially false orintentionally misleading entries;

 

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c.)           Allaccounting records fairly and accurately reflect, in accordance with generallyaccepted accounting principles, IAL’s assets, liabilities, revenues andexpenses;

 

d.)          Alltransactions are supported by accurate documentation in reasonable detail andin all material respects are recorded in the proper account and in the properaccounting period;

 

e.)           Noinformation is concealed from IAL’s internal auditors or independent auditors;

 

f.)             Compliancewith IAL’s system of internal controls is required.

 

•                  Reportany violation of this Code of Ethics to the Chair of IAL’s Nominating andGovernance Committee.

 

Eachexecutive covered by this Code of Ethics will be held accountable for adherenceto this Code of Ethics.  Failure toobserve the terms of this Code of Ethics may result in disciplinary action,including possible termination of employment. Violations of this Code of Ethics may also constitute violations of lawand result in civil and criminal penalties. Any waiver of this Code of Ethics may be made only by the Board ofDirector of IAL, and any such waiver will be promptly disclosed to IAL’sshareholders and otherwise as required by law or stock exchange regulation(s).

 

Ifany executive covered by this Code of Ethics has any questions regarding thecourse of action to take in any particular situation, he or she should consultthe Chair of IAL’s Nominating and Governance Committee.  As provided in IAL’s Code of Business Conductand Ethics, IAL does not permit retaliation against any employee who in goodfaith seeks advice, raises a question or reports misconduct relating to IAL’sCode of Business Conduct and Ethics or this Code of Ethics.

 

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